PARTICIPATING ADDENDUM NASPO ValuePoint COMPUTER …

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PARTICIPATING ADDENDUM NASPO ValuePoint

COMPUTER EQUIPMENT

Administered by the State of Minnesota (hereinafter “Lead State”)

MASTER AGREEMENT

Master Agreement No: MNWNC-123

Oracle America, Inc. (hereinafter “Contractor”)

And

State of Washington (hereinafter “Participating State”)

Washington Master Contract No.: 05815-020

Oracle Contract No: US-GMA-1626981 (MNWNC-123)_PA_WA

This Participating Addendum for the above referenced Master Agreement (“Participating Addendum”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and Oracle America, Inc., a Delaware corporation (“Contractor” or “Oracle”) and is dated and effective as of December 1, 2017. Unless otherwise defined in this Participating Addendum, capitalized terms usedherein shall have the meanings ascribed to them in the Master Agreement.

1. SCOPE: This Participating Addendum covers the Computer Equipment led by the State of Minnesotafor use by state agencies and other entities located in the Participating State authorized by that state’sstatutes to utilize state contracts with the prior approval of the State’s chief procurement official.

2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, politicalsubdivisions and other entities (including cooperatives) authorized by an individual state’s statutes touse state contracts are subject to the prior approval of the respective State chief procurement official.Issues of interpretation and eligibility for participation are solely within the authority of the State chiefprocurement official, and, for purposes of this Participating Addendum, the chief procurement officialis the State Procurement Manager for Enterprises Services. Pursuant to this Participating Addendum,the Master Agreement may be utilized by the following entities (each such entity, a “PurchasingEntity”):

(a) WASHINGTON STATE AGENCIES. Washington state agencies, departments, offices, divisions, boards, and commissions; and any the following institutions of higher education in Washington: state universities, regional universities, state college, community colleges, and technical colleges.

(b) MCUA PARTIES. The Master Agreement also may be utilized by (i) political subdivisions (e.g., counties, cities, school districts, public utility districts) and (ii) public benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local

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funding); provided, that any such Purchasing Entity specified in subsections (i) and (ii) has executed a Master Contract Usage Agreement (“MCUA”) with Enterprise Services.

By placing an order under this Participating Addendum, each Purchasing Entity agrees to be bound by the terms and conditions of this Participating Addendum, including the Master Agreement. Each Purchasing Entity shall be responsible for its compliance with and breach(es) of such terms and conditions.

3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT:

(a) WASHINGTON’S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM. Within seven (7) days of execution of this Participating Addendum, Contractor shall register in the Washington State Department of Enterprise Services’ Electronic Business Solutions (WEBS) System at http://fortress.wa.gov/es/webs/. Contractor shall ensure that all of its information therein is current and accurate and that, throughout the term of the Master Agreement, Contractor shall maintain an accurate profile in WEBS.

(b) WASHINGTON’S STATEWIDE PAYEE DESK. To be paid for contract sales, Contractor must register with Washington’s Statewide Payee Desk. Washington state agencies cannot make payments to a contractor until it is registered. Registration materials are available here: Receiving Payment from the State.

(c) CONTRACT SALES REPORTING. Contractor shall report total contract sales quarterly to Enterprise Services, as set forth below.

REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services’Contract Sales Reporting System. Enterprise Services will provide Contractor with alogin password and a vendor number.

DATA. Each sales report must identify every authorized Purchasing Entity by name asit is known to Enterprise Services and its total combined sales amount invoiced duringthe reporting period (i.e., sales of an entire agency or political subdivision, not itsindividual subsections). The “Miscellaneous” option may be used only with priorapproval by Enterprise Services. Upon request, Contractor shall provide contactinformation (which information shall be limited solely to the Purchasing Entity nameas identified as the “Bill To Agency” and corresponding billing address) for allauthorized Purchasing Entities specified herein during the term of this ParticipatingAddendum; by placing an order under this Participating Addendum, each PurchasingEntity consents to Contractor providing this contact information to DES in response tosuch a request. Refer sales reporting questions to the Primary Contact set forthbelow. If there are no contract sales during the reporting period, Contractor mustreport zero sales.

(d) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter:

For Calendar Quarter Ending Contract Sales Report Due

March 31 April 30

June 30 July 31

September 30 October 31

December 31 January 31

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(e) VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management fee (“VMF”) of two percent (2%) on the purchase price for all contract sales (the purchase price is the total invoice price less applicable sales tax).

The sum owed by Contractor to Enterprise Services as a result of the VMF is calculatedas follows:

Amount owed to Enterprise Services = Total contract sales invoiced (not including sales tax) x .02.

The VMF must not be shown as a separate line item on any invoice.

Enterprise Services will invoice Contractor quarterly based on contract sales reportedby Contractor. Contractor shall not remit payment until an electronic invoice fromEnterprise Services becomes available in Contract Sales Reporting System.Contractor’s VMF payment to Enterprise Services must reference the following:

This Washington Master Contract No.: 05815-020

The NASPO Master Agreement No.: MNWNC-123

The year and quarter for which the VMF is being remitted, and

Contractor’s name as set forth in this Contract, if not already included on theface of the check.

Contractor’s failure accurately and timely to report total net sales, to submit usagereports, or remit payment of the VMF to Enterprise Services, may be cause fortermination of this Participating Addendum in accordance with Section 9 (Defaults &Remedies) of the Master Agreement.

Any increase, decrease, or other change to the VMF must be memorialized in a writtenamendment to this Participating Addendum that is signed by both parties. The partiesagree that any change to the VMF may, at Contractor’s discretion, be rolled intoContractor’s current pricing.

(f) COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION. Contractor shall comply with all laws to the extent that such laws, by their terms, are expressly applicable to Contractor’s delivery of services under this Participating Addendum and impose obligations directly upon Contractor in its role as an information technology services provider with respect to the goods sold or services performed under this Participating Addendum. Contractor shall register to conduct business in the State of Washington and promptly acquire and maintain all necessary licenses and registrations and pay all applicable taxes and fees. In addition, for all sales to purchasers in the State of Washington, Contractor shall calculate, collect, and remit, as appropriate, the applicable state and local sales tax on all invoices.

(g) DIVERSE BUSINESS INCLUSION. Oracle strives to create a diverse supplier base by identifying and encouraging diverse suppliers to compete for the products and services Oracle purchases for the organization. Oracle tracks its U.S. “indirect” procurement spending with small business concerns as well as with minority-owned, woman-owned, and service-disabled veteran-owned businesses which may be other than small business concerns (collectively, “diverse suppliers”). Upon request, following Oracle’s public announcement of its earnings, and after supplier data enrichment, Oracle will distribute to Enterprise Services, each Oracle fiscal quarter, a quarterly procurement spend report containing the following information: (i) Oracle’s U.S. revenue for the applicable fiscal quarter, (ii) Oracle’s US "indirect" spend amount

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for goods and services used by Oracle on a day-to-day basis to run its business and generally considered overhead for the applicable fiscal quarter, and (iii) Oracle’s US diverse supplier spend for the applicable fiscal quarter (broken down by diverse supplier category and by state).

(h) PURCHASE ORDERS. To utilize the NASPO ValuePoint Master Agreement, each order must include the following information and be submitted to Oracle America Inc.:

Order is subject to NASPO ValuePoint Master Agreement No. MNWNC-123 andWashington Master Contract No. 05815-020

Purchase Order amount; and

Purchaser’s contact information (i.e., name, address, telephone number, email) andentity name as listed on any MCUA with Enterprise Services.

4. LEASE AGREEMENTS: Leasing or renting equipment is not allowed throughout the term of the MasterAgreement.

5. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows (ortheir named successors):

Contractor Participating State

Oracle America, Inc. 500 Oracle Parkway Redwoods Shores, CA 94065

State of Washington Department of Enterprise Services Contracts, Procurement and Risk Mgmt. P.O. Box 41411 Olympia, WA 98504-1411

Attn: Andrea Archie, Deal Manager Tel: (770) 351-3797 Email: [email protected]

Attn: Scott Geist Tel: (360) 407-9429 Email: [email protected]

6. PARTNER UTILIZATION: Certain authorized resellers (“Authorized Resellers”) are eligible to resellProducts and Services to Purchasing Entities under this Participating Addendum. Such AuthorizedResellers, if any, are authorized to take orders under this Participating Addendum, invoice and receivepayment from Purchasing Entities. Oracle is responsible for any reports and/or fees that are requiredper the terms of the Master Agreement and this Participating Addendum. All of the AuthorizedResellers under this Participating Addendum, if any, will promptly be listed on the Participating State’slanding page on the following website: http://www.oracle.com/us/corporate/pricing/wsca-2409218.Enterprise Services reserves the right at any time to disallow the use of any authorized partner; ifEnterprise Services decides to disallow the use of any authorized partner, it will provide promptwritten notice of such decision to Oracle.

7. ORDERS:

(a) Unless the parties to the Order agree in writing that another contract or agreement applies to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions of) the Master Agreement as conditioned by this Participating Addendum.